PUBLIC OFFERING STATEMENT
WHITEHALL FARM CONDOMINIUM
MIDDLETOWN, RHODE ISLAND

Table of Contents

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TITLE PAGE SECTION
INTRODUCTION 1 Section One
PART I - IMPORTANT NOTICE 1 "
PART II - NARRATIVE 2 "
   The Condominium Form of Ownership 2 "
   The Declarant 3 "
   General Description of the Condominium 3 "
   Summary of Principal Condominium Documents 7 "
   Declaration of Condominium 8 "
   Whitehall Farm Condominium Association, Inc. 12 "
   By-Laws 12 "
   Rules and Regulations 14 "
   Purchase and Sale Agreement 14 "
   Contracts 15 "
   Project Budget and Financial Matters 15 "
   Deposits 16 "
   Title Matters 16 "
   Warranties of the Declarant 20 "
   Litigation Involving the Condominium or the Condominium Association 20 "
   Restrictions of Transferability and Use of the Units 21 "
   Condominium Insurance 23 "
   Financing for Phase I 24 "
   Financing for Future Phases 24 "
   Financing to be Arranged by Declarant 24 "
   Zoning and Land Use 25 "
   Amendments 25 "
PART III - EXHIBITS - Section Two
Exhibit 1 - Declaration of Condominium - "
   Article 1. Submission 1 "
   Article 2. Definitions 2 "
   Article 3. Unit Boundaries and Maintenance Responsibilities 6 "
   Article 4. Description and Allocation of Limited Common Elements 8 "
   Article 5. Allocation of Percentage Interests, Common Expenses And Voting Rights 9 "
   Article 6. Easements; Title Matters 10 "
   Article 7. Restrictions On Use; Sale and Lease of Units 17 "
   Article 8. Federal Home Loan Mortgage Corporation Compliance 19 "
   Article 9. Insurance 23 Section Three
   Article 10. Limitation of Liability 30 "
   Article 11. Condemnation 32 "
   Article 12. Executive Board of the Association 33 "
   Article 13. Management 35 "
   Article 14. Assessments: Liability of Unit Owners 35 "
   Article 15. Development Rights and Special Declarant Rights 40 "
   Article 16. Assignability of Declarant's Rights 43 "
   Article 17. Method of Amendment of Declaration 43 "
   Article 18. Termination 47 "
   Article 19. Option to Withdraw Real Estate 48 Section Four
   Article 20. General Provisions 48 "
   Exhibit A. Legal Description of Real Estate A1 "
   Exhibit B. Percentage Interest of Ownership B1 "
   Exhibit C. Plats and Plans C1 "
   Exhibit D. Legal Description of Real Estate Subject to Development and Special Declarant Rights D1 "
   Exhibit E. Title Report E1 "
   Exhibit F. Rules and Regulations F1 Section Five
   Exhibit G. Withdrawable Real Estate G1 "
   Exhibit H. Article of Incorporations and By-Laws of Whitehall Farm Condominium Association, Inc. H1 Section Six
   Exhibit I. Proposed Amendments to Declaration of Whitehall Farm Condominium Recording of Additional Phases I1 "
Exhibit 2 - Form of Purchase and Sale Agreement - Section Seven
Exhibit 3 - Title Information - "
Exhibit 4 - Proposed Estimated Common Area Budget - Section Eight
Exhibit 5 - Insurance Information - "
Exhibit 6 - Condominium Management Agreement - "
Exhibit 7 - Minutes of the Middletown Planning Board - "
Exhibit 8 - Amendments to Declaration of Condominium - Section Nine
   First Amendment to Declaration of Condominium - Addition of Phase 2 - "
   Second Amendment to Declaration of Condominium - Addition of Phase 3 - "
   Third Amendment to Declaration of Condominium - Addition of Phase 4 - Section Ten
   Fourth Amendment to Declaration of Condominium - Addition of Phase 5 - "
   Fifth Amendment to Declaration of Condominium - Compensation of Executive Board - Section Eleven
   Sixth Amendment to Declaration of Condominium - Animal in the Premises - "
   Seventh Amendment to Declaration of Condominium - Compensation of Executive Board - "
   Eighth Amendment to Declaration of Condominium - Notices to Unit Owners - "
   Ninth Amendment to Declaration of Condominium - Fiscal Year - "
   Tenth Amendment to Declaration of Condominium - Working Capital Reserve Fund Payments - "
   Eleventh Amendment to Declaration of Condominium - Method of Amendment of Declaration - "
  

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